properties and assets in one or a series of related transactions that would result in the sale, assignment, transfer, lease or conveyance, directly or indirectly, of all or substantially all of
the combined assets of the Credit Parties and the Credit Parties direct and indirect subsidiaries (to the extent of their economic ownership interest in such subsidiaries) (collectively, as to such series of debt securities, the Credit
Group), taken as a whole, to any Person that is not within the Credit Group immediately prior to such transaction, unless:
(1) such
Credit Party is the surviving Person, or the Person formed by or surviving such consolidation or merger or to which such sale, assignment, transfer, lease or conveyance has been made is organized and existing under the laws of the United States of
America or any state thereof or, other than with respect to the issuer(s), Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown
Dependencies, a member country of the Organisation for Economic Co-operation and Development, or any political subdivision of any of the foregoing, and has expressly assumed by supplemental indenture all of
the obligations of such Credit Party under the applicable indenture;
(2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and
(3) we have delivered to the trustee an officers certificate and an opinion of counsel each stating that such consolidation, merger,
conveyance or transfer and such supplemental indenture comply with this covenant and that all conditions precedent provided for relating to such transaction have been complied with.
Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Credit Group, taken as a whole, as set
forth above, the successor Person formed by such consolidation or into which any Credit Party is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of such Credit
Party under the applicable indenture with the same effect as if such successor had been named as such Credit Party in the applicable indenture or supplemental indenture. In the event of any such conveyance or transfer, the applicable Credit Party as
the predecessor shall be discharged from all obligations and covenants under the applicable indenture and the debt securities issued under such indenture and may be dissolved, wound up or liquidated at any time thereafter.
Except as described in this prospectus and any applicable prospectus supplement, the indentures and the debt securities do not contain any
covenants or other provisions designed to afford holders of debt securities protection in the event of a recapitalization or highly leveraged transaction involving the Company.
Any covenants of the Credit Parties pertaining to a series of debt securities will be set forth in the applicable prospectus supplement.
Certain Definitions
The following are
certain of the terms defined in the indentures:
GAAP means generally accepted accounting principles in the United
States (including, if applicable, International Financial Reporting Standards) as such principles are in effect from time to time.
Person means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other
entity, including a government or political subdivision or an agency or instrumentality thereof.
Significant
Subsidiary means a significant subsidiary of the Company as defined in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the
Securities Act or any successor provision.
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